New regulations on enterprise registration in Vietnam from 2021 that organizations and individuals need to know

1. The enterprise ID number is also the social insurance participant’s code of the enterprise

Specifically, according to Clause 1 Article 8 of the Decree No. 01/2021/NĐ-CP, each enterprise is issued with a single enterprise ID number. This number is also the enterprise’s taxpayer identification number (TIN) and social insurance participant’s code.

Previously, the Decree No. 78/2015/NĐ-CP only stipulated that an enterprise ID number is also the enterprise’s taxpayer identification number (TIN). However, according to new regulations of the Decree No. 01/2021/NĐ-CP, from January 04, 2021, the enterprise ID number is also the enterprise’s taxpayer identification number (TIN) and social insurance participant’s code.

2. More cases of authorization to follow enterprise registration procedures

According to Article 12 of the Decree No. 01/2021/NĐ-CP, there are 04 cases of authorization to follow enterprise registration procedures, including:

(1) If an individual is authorized, the application for enterprise registration must include the letter of attorney and copies of legal documents of the authorized individual. The notarization or certification of the letter of attorney is not compulsory.

(2) If an organization is authorized, the application for enterprise registration must include the copy of the service contract signed with the enterprise registration service provider, the letter of introduction and legal documents of the person introduced to directly follow enterprise registration procedures. (new case from January 04, 2021)

(3) If a public postal service provider is authorized, the postal worker shall submit the copy of application receipt which is made according to the form stipulated by the public postal service provider and bears the signatures of the postal worker and the person competent to sign the application form for enterprise registration. (new case from January 04, 2021)

(4) If a postal service provider that does not provide public postal services is authorized, such authorization shall follow case (2) mentioned above.

3. Household business may carry out business operations at multiple locations

The business location of a household business is the place where specific business operations are carried out. According to new provision at Clause 2 Article 86 of the Decree No. 01/2021/NĐ-CP, a household business may carry out business operations at multiple locations but must select a location as its headquarters and notify it to tax authorities and market surveillance authorities at places of other business locations.

Previously, according to Article 72 of the Decree No. 78/2015/NĐ-CP, business households, including those doing nomadic business, must select a fixed location to register the business household. This location may be the permanent or temporary residence, the most frequent business location, or the collecting station. Business households doing mobile business are entitled to do business outside the registered location. The registered location and the actual business locations must be notified to the tax authority and market surveillance authority.

Thus, from January 01, 2021, not only household businesses doing nomadic business and mobile business are allowed to do business outside the registered location, but all household businesses may carry out business operations at multiple locations.

4. Business Registration Offices are entitled to accept or reject the names selected by enterprises

This issue had not been regulated at the Decree No. 78/2015/NĐ-CP. However, according to Clause 2 Article 18 of the Decree No. 01/2021/NĐ-CP, Business Registration Offices are entitled to accept or reject the names selected by enterprises as prescribed by law.

It is noted that, if disagreeing with the decision given by the Business Registration Office, the enterprise may file a lawsuit in accordance with regulations of the Law on administrative procedures.

5. Enterprises may do business from the date of registration

According to the Decree No. 01/2021/NĐ-CP of the Government of Vietnam, the enterprise is entitled to do business from the date of issue of the enterprise registration certificate, except for conditional business lines.

This new point of the Decree No. 01/2021/NĐ-CP allows cases where the enterprise registers the date of commencement of business after the date of issue of the enterprise registration certificate, the enterprise is entitled to do business from the registered date, except for conditional business lines.

6. Enterprise registration information on the National Enterprise Registration Database shall show the enterprise’s legal status

Specifically, according to Article 41 of the Decree No. 01/2021/NĐ-CP, the enterprise’s legal status on the National Enterprise Registration Database includes:

- Business suspension;

- Not operate at registered address;

- Revocation of enterprise registration certificate due to tax decision enforcement;

- Undergoing dissolution, fully or partially divided, consolidated or merged;

- Undergoing bankruptcy proceedings;

- Dissolved, bankrupt or cease to exist;

- Operating.

7. The fees paid for publishing of enterprise registration information shall be refunded to the enterprise in case of not issuing the enterprise registration certificate

The request for publishing of enterprise registration information and payment of fees thereof shall be made when the enterprise submits the application for enterprise registration. According to Clause 3 Article 34 of the Decree No. 01/2021/NĐ-CP, if the enterprise registration certificate is not issued, the fees paid for publishing of enterprise registration information shall be refunded to the enterprise.

8. No more regulations permitting Ho Chi Minh City to set up more Business Registration Offices

Previously, according to Article 13 of the Decree No. 78/2015/NĐ-CP, one or two more Business Registration Offices may be opened in Hanoi and Ho Chi Minh City. The establishment of additional Business Registration Offices is decided by the People’s Committees of Hanoi and Ho Chi Minh City after consulting with the Ministry of Planning and Investment of Vietnam. However, the Decree No. 01/2021/NĐ-CP has annulled this provision.

9. There will be no limit on suspension period of household business

According to Clause 1 Article 76 of the Decree No. 78/2015/NĐ-CP, the suspension period of household businesses must not exceed one year. However, the Decree No. 01/2021/NĐ-CP has annulled this provision. In particular, according to Clause 1 Article 91 of the Decree No. 01/2021/NĐ-CP, it only regulates that if the suspension period is 30 days or longer, the household business must send a notification to the business registration authority of district where it was registered and its supervisory tax authority.

10. 04 cases in which application for/notification of changes to enterprise registration information is not allowed

The enterprise shall not apply for/notify changes to enterprise registration information in the following cases:

- The Business Registration Office has issued a notice that the enterprise’s violation results in revocation of the enterprise registration certificate or has issued a decision to revoke the enterprise registration certificate;

- The enterprise is undergoing dissolution under a decision on enterprise dissolution;

- The application or notification is refused at the request of the Court or judgment enforcement authority or investigating authority, head or deputy head of the investigating authority or investigator as prescribed in the Code of Criminal Procedures;

- The enterprise has the “Not operate at registered address” status.

The Decree No. 01/2021/NĐ-CP of the Government of Vietnam has supplemented the case in which the enterprise has the “Not operate at registered address” legal status shall not be allowed for application for/notification of changes to enterprise registration information

Thuy Tram

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